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As Emmy nominations approach, Vanity Fairs HWD team is diving deep into how some of this seasons greatest scenes and characters came together. You can read more of these close looks here.

GENE COUSINEAU, BARRY

When he was 27, Henry Winkler stole so many Happy Days scenes as a supporting player—the timelessly cool “Fonz”—that the writers began skewing episodes in his characters direction. At age 72, the five-time Emmy-nominated actor is again pulling focus in HBOs Barry—this time, as the decidedly uncool, San Fernando Valley-based acting teacher Gene Cousineau. Gene drives a black S.U.V. the size of a barge, transports his leftovers inside foil swans, comfortably wears a silk robe when the occasion calls for it, and cant book a commercial to save his life (or IMDb page). But boy, does he have an acting book he can sell you. Gene Cousineau is as tragic as the Shakespeare he quotes in class.

In class, though, Genes paying students—including Bill Haders titular hit man—treat him like a god, so blinded are they by the potential of hitting it big in Hollywood. The role is further honed by the shows sharp writing; Cousineau lands the lions share of the laugh-out-loud lines. In Episode 7, for example, after Barry botches yet another reading, Cousineau—playing a sort of father figure—confronts his student, assuming that a drug problem is behind Barrys failure. Cousineau tries to sympathize by sharing a story from his own past: “I was doing Long Days Journey into Night at the Pasadena Playhouse with a bunch of cokeheads. Its usually about a three-hour play. We could bring it in at just under 37 minutes. We thought we were great! Apparently, we were unintelligible. It was the beginning of the bad years, Barry.”

Unlike Arrested Development—the crowded Netflix ensemble in which Winkler plays lawyer Barry Zuckerkorn, as upbeat as he is incompetent—Barry gives Winkler ample screen time, showing Cousineau on auditions, in class, and on dates. The character was so rich that Winkler was among a long list of accomplished actors who wanted the part—including John Lithgow. “I have had Gene [as a teacher]. I have witnessed Gene. Ive heard about Gene,” Winkler said in a recent interview. “To tell you the truth, I heard about a teacher who literally made it a requirement for his students, who were not making a lot of money, to buy his paintings.”

When I groaned at the thought, Winkler said, “Exactly your reaction. If you take that as a kernel, and you expand that thought into the person he must be, out pops Gene.”

HOW HE CAME TO LIFE

Gene is more than just a groan incarnate. Winklers performance has inspired everything from spit takes to audible expressions of sympathy from the very men who dreamed him up: Hader and his Barry co-creator, Alec Berg. While filming one of Cousineaus saddest scenes—in which the acting teacher auditions for the pathetic role of “man in the back of the line”—Winkler made hay with just a few lines of dialogue. “When I turned away knowing I didnt get the part, all I heard from the producers, and Bill and Alec, and the director, sitting there watching on the video screen, was, Awww. Just this profound sadness.”

The beauty of playing Cousineau, however, is in his duality: even after a showing like that, “Gene walks into his classroom and they stand up and applaud for him. . . . They treat him like an emperor.” To play Cousineau, Winkler drew on his own experiences as both an acting student and teacher—having played the latter role in several master courses over the years. “I know what it is to teach, what it is to be clear, what it is to move a student from doing a scene to tasting something brand new they hadnt thought about in that scene.”

Before auditioning, Winkler took it upon himself to figure out his characters wardrobe—searching the Internet for photos of the current crop of acting teachers. “I wore that green jacket—and the shirt and my tie—open for the audition,” said Winkler. “Even kids thinking about being a director wear that kind of safari jacket.”

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Once he got on set, Winkler was shocked by the detail that the set designer and set dresser had put into furnishing his characters car—helpful, character-forming details. “I wish that they had shot the inside of that S.U.V. Its almost as if he lives in it,” said Winkler, before describing the rag-tag contents of Cousineaus vehicle: “Cake boxes, scripts, used cans of any kind of liquid, jewelry. . . . No matter where he goes for an audition, hes got a piece of some character that he can take with him.”

Hader has said that he and Berg observed acting classes as research while creating the show. Once Winkler was cast, he shared some of his own memories from acting school, including the exercises taught to him by his freshman-year drama teacher at Yale, the legendary great Stella Adler. One of her exercises was the grocery-shopping improv that Cousineau has Barry try onstage during class. While filming the scene—in which Cousineau watches, aghast, as Barry pushes a grocery cart like he has never seen the inside of a grocery store—an instinct overtook Winkler. He harkened back to his own days in class, when Adler asked Winkler to lead her on a tour of his imaginary garden.

“I opened the imaginary picket fence, and I said, And here are the variegated . . . and she said, Sit down. I said, But you haven't seen my tulips. She said, You see nothing. I went, Oh my god. I havent even gotten a word out of my mouth and Im already just dismissed. Im going to be kicked out of school.”

While filming Barry, Winkler recalled, “Were walking down the aisle with our shopping carts, and Genes whole criticism—Take your hands out of your pockets. Dont slouch—All of that was, that just came out from everything I know.”

The bit in which Cousineau criticizes Barry only to marvel at his students build came directly from Winkler, too: “Bill and Alec are so clear about what they see and what they want. And in that structure comes freedom. . . . [In the scene where] Im dressing Barry down for some reason, and I touch his chest, and I just, I dont know where it came from, I said, Oh my god. I had no idea that you were so strong. I have muscle, myself, but its way down deep. I carry a six-pack, but you cant actually see it. Bill just was so buff. Its like, I touched his arm and I hurt myself.”

Winkler said that he and Hader have chemistry as rare as earth metals, perhaps “because some greater force has touched the production, touched the partnership. And Im not boasting, because Bill has said it, too. We have a rhythm that is so much fun, I dont know what to do.”

Relying on instinct is probably a lesson from which Gene could benefit. “In my life, every time Ive gone against my instinct, I have been hit by a two-by-four of fate. It has smashed me in the skull,” said Winkler. “When I did something and I knew in my stomach I shouldnt, but my ego said—You know what? Its going to be great—I was crushed.”

Get Vanity Fairs HWD NewsletterSign up for essential industry and award news from Hollywood.Julie MillerJulie Miller is a Senior Hollywood writer for Vanity Fairs website.

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